January 31, 1996





Mr. R. O. Viets
Mr. J. G. Sahn
     300 Hamilton Boulevard, Suite 300
     Peoria, Illinois 61602

Mr. J. H. Byington, Jr.
Mr. D. P. Falck
     One Battery Park Plaza
     New York, New York 10004-1490

Gentlemen:

We hereby make, constitute and appoint each of you and any one of you our 
true and lawful attorney for each of us and in each of our names, places or 
steads, both in our individual capacities as directors and/or that of 
officers of CILCORP Inc., to sign and cause to be filed with the Securities 
and Exchange Commission CILCORP Inc.'s annual report on Form 10-K for the 
fiscal year ended December 31, 1995 and any appropriate amendment or 
amendments to said report and any necessary exhibits.

The undersigned, CILCORP Inc., also authorizes you and any one of you to 
sign said annual report and any amendment or amendments thereto on its 
behalf as attorney-in-fact for its respective officers, and to file the same 
as aforesaid together with any exhibits.

                                                      Very truly yours,

                                                      CILCORP Inc.



                                                     By______________________
                                                       R. O. Viets, President








Power of attorney related to execution and filing of CILCORP Inc. 1995 annual 
report on Form 10-K.




____________________________________    __________________________________
          M. Alexis                                  K. E. Smith




____________________________________    __________________________________
          J. R. Brazil                               R. N. Ullman




____________________________________    _________________________________
          W. Bunn III                                R. O. Viets 




____________________________________    __________________________________
          D. E. Connor                               M. M. Yeomans




____________________________________    __________________________________
          H. J. Holland                              J. L. Barnett




____________________________________   
          H. S. Peacock                              














           Extract from Minutes of the Board of Directors of
                             CILCORP Inc.
                         held January 30, 1996

     
          Upon motion duly made and seconded, the following resolution was 
unanimously adopted:

               RESOLVED: That for the purpose of executing and completing 
CILCORP Inc.'s annual report on Form 10-K for the fiscal year ended 
December 31, 1995 to be filed with the Securities and Exchange Commission, 
and of remedying any deficiencies with respect thereto by appropriate 
amendment or amendments, this Company, its officers and members of its 
Board of Directors are authorized to give their several powers of attorney 
to R. O. Viets, J. G. Sahn, J. H. Byington, Jr. and D. P. Falck, or any 
one of them, in such form as the officers of the Company may determine 
and as counsel may advise.             

                                     
                         * * * * * * * * * * *


          I, John G. Sahn, Secretary of CILCORP Inc. do hereby certify 
that the foregoing is a true and correct copy of a resolution duly and 
regularly adopted at meeting of the Board of Directors of CILCORP Inc., 
duly held January 29, 1996, at which a quorum was in attendance and 
voting throughout, and that said resolution has not since been rescinded, 
but is still in full force and effect.

          IN WITNESS WHEREOF, I have hereunto set my hand and affixed 
the seal of the Company this  8th day of March, 1996.



                                        ____________________________________
                                                  John G. Sahn



(S E A L)